UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 19, 2026
VINE HILL CAPITAL INVESTMENT CORP.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-42267 |
|
98-1794687 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
500 E Broward Blvd, Suite 900
Fort Lauderdale, FL |
|
33394 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (954) 848-2859
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
|
VCICU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares included as part of the units |
|
VCIC |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
VCICW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On March 19, 2026, Vine
Hill Capital Investment Corp. (“Vine Hill”) issued a press release
announcing that the physical place of its extraordinary general meeting to be held on March 27, 2026 (the “Extraordinary
General Meeting”), for the purpose of, among other things, considering and voting upon a proposal to approve, by
ordinary resolution, the proposed business combination (the “Business
Combination” and the other transactions contemplated by the Business Combination Agreement among CoinShares
International Limited (“CoinShares”), Vine Hill, Odysseus Holdings
Limited (“Odysseus Holdings”) and the other parties thereto
(collectively, the “Transactions”)) among Vine Hill, CoinShares and
Odysseus Holdings, has been changed to the offices of Paul Hastings LLP, 515 South Flower Street, 25th Floor, Los Angeles,
California 90071. The Extraordinary General Meeting will also continue to be held virtually at https://www.cstproxy.com/vinehillcapital/2026.
There is no change to the previously announced time and date of the Extraordinary General Meeting. The time and date of the
Extraordinary General Meeting is 10:00 a.m., Eastern Time (or 7:00 a.m., Pacific Time), on March 27, 2026.
The Press Release is attached hereto as Exhibit
99.1 and incorporated by reference herein.
IMPORTANT INFORMATION
General
This Current Report on Form 8-K is being filed
in respect of the proposed Business Combination among Vine Hill, CoinShares and Odysseus Holdings. The information contained herein does
not purport to be all-inclusive and none of Vine Hill, CoinShares, Odysseus Holdings or their respective affiliates makes any representation
or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Current Report on
Form 8-K.
Additional Information and Where to Find It
In connection with the Transactions, CoinShares
and Odysseus Holdings have filed a Registration Statement on Form F-4 (as amended and supplemented from time to time, the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”), which includes a proxy statement of
Vine Hill and a prospectus of Odysseus Holdings relating to the offer of the securities to be issued to Vine Hill’s securityholders
in connection with the completion of the Business Combination (the “Proxy Statement/Prospectus”). The definitive proxy
statement was filed with the SEC on March 16, 2026 and has been mailed to Vine Hill shareholders as of March 2, 2026, the record date
established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. Vine Hill, CoinShares and/or
Odysseus Holdings will also file other documents regarding the Transactions with the SEC. This Current Report on Form 8-K does not contain
all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision
or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF VINE HILL AND OTHER
INTERESTED PARTIES ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND, WHEN AVAILABLE, THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH VINE HILL’S
SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS
AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT VINE HILL, COINSHARES,
ODYSSEUS HOLDINGS AND THE TRANSACTIONS. Investors and security holders are also able to obtain copies of the Registration Statement and
the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Vine Hill, CoinShares and/or Odysseus
Holdings, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Vine Hill Capital Investment
Corp., 500 E Broward Blvd, Suite 900, Fort Lauderdale, FL 33394, or upon written request to CoinShares or Odysseus Holdings at c/o CoinShares
International Limited, 2nd Floor, 2 Hill Street, JE2 4UA St Helier Jersey, Channel Islands.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY
AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED
TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT ON FORM 8-K. ANY REPRESENTATION TO THE CONTRARY
CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
Vine Hill, CoinShares, Odysseus Holdings and their
respective directors, executive officers, certain of their shareholders and other members of management and employees may be deemed under
SEC rules to be participants in the solicitation of proxies from Vine Hill’s shareholders in connection with the Transactions. You
can find information about Vine Hill’s, CoinShares and Odysseus Holdings’ directors, executive officers, certain of their
shareholders and other members of management and employees and their interest in Vine Hill, CoinShares and Odysseus Holdings can be found
in the sections entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers
and Others in the Business Combination” “Certain Interests of Odysseus Holdings’ Director(s) and Officers and Others
in the Business Combination,” “Information about CoinShares — Human Capital,” and “Executive Compensation
of CoinShares” of the Proxy Statement/Prospectus dated March 16, 2026, which is available free of charge at the SEC’s website
at www.sec.gov and at the following URL: https://www.sec.gov/Archives/edgar/data/2025396/000121390026028308/ea0280297-02.htm.
No Offer or Solicitation
The information contained in this Current Report
on Form 8-K is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation of
an offer to buy or exchange the securities of Vine Hill, CoinShares or Odysseus Holdings, or any commodity or instrument or related derivative,
nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would
be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended (the “Securities Act”),
or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself
of any exemption under the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking
statements” with respect to Vine Hill, CoinShares and/or Odysseus Holdings within the meaning of the federal securities laws. These
forward-looking statements include all statements other than statements of historical fact, including, without limitation, the timing
of, and the satisfaction of closing conditions to, completion of the Transaction. The expectations, estimates and projections of the businesses
of CoinShares and Vine Hill may differ from their actual results and consequently, you should not rely on these forward-looking statements
as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “according to
estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”,
“expects”, “forecasts”, “intends”, “is of the opinion”, “may”, “plans”,
“potential”, “predicts”, “projects”, “targets”, “to the knowledge of”, “should”,
“will”, “would”, or the negatives of these terms, variations of them or similar terminology, although not all
forward-looking statements contain such identifying words.
Such forward-looking statements are subject to
risks, uncertainties, and other factors which may adversely affect CoinShares’ and Odysseus Holdings’ ability to implement
and achieve their plans and objectives set out in such forward-looking statements and which may cause actual results, performance or achievements
to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions regarding CoinShares’ and Odysseus Holdings’ present and future
policies and plans and the environment in which CoinShares and Odysseus Holdings will operate in the future. Many actual events or circumstances
are outside of the control of CoinShares, Odysseus Holdings or Vine Hill. Furthermore, certain forward-looking statements are based on
assumptions or future events which may not prove to be accurate, and no reliance whatsoever should be placed on any forward-looking statements
in this Current Report on Form 8-K. Factors that may cause such differences include, but are not limited to: (1) the Transactions not
being completed in a timely manner or at all, which may adversely affect the price of Vine Hill’s and/or CoinShares’ securities;
(2) the Transactions not being completed by Vine Hill’s business combination deadline; (3) failure by the parties to satisfy the
conditions to the consummation of the Transactions, including the approval of Vine Hill’s and CoinShares’ shareholders and
obtaining the requisite Acts of the Royal Court of Jersey; (4) failure to realize the anticipated benefits of the Transactions, which
may be affected by, among other things, competition, the ability of CoinShares and Odysseus Holdings to grow and manage growth profitably,
build or maintain relationships with customers and retain management and key employees, capital expenditures, requirements for additional
capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies
and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and Odysseus Holdings;
(5) the level of redemptions by Vine Hill’s public shareholders which will reduce the amount of funds available for CoinShares and
Odysseus Holdings to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Odysseus
Holdings ordinary shares on a major securities exchange; (6) failure of Odysseus Holdings to obtain or maintain the listing of its securities
on any securities exchange after the closing; (7) costs related to the Transactions and as a result of Odysseus Holdings becoming a public
company that may be higher than currently anticipated; (8) changes in business, market, financial, political and regulatory conditions;
(9) volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative
investments, including those offered by, or underlying those offered by, CoinShares and/or Odysseus Holdings; (10) failure of CoinShares’
and/or Odysseus Holdings’ digital asset investment products to track their respective target benchmarks; (11) regulatory or other
developments that negatively impact demand for the products and services provided by CoinShares and/or Odysseus Holdings; (12) the outcome
of any event, change or other circumstance that could give rise to the inability to consummate the Business Combination; (13) the outcome
of any legal proceedings that may be instituted against Vine Hill, CoinShares, Odysseus Holdings and/or any of their respective affiliates
or others; (14) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable
laws or regulations; (15) the risk that the Business Combination disrupts current plans and operations of Vine Hill and/or CoinShares
as a result of the announcement and consummation of the Business Combination; (16) treatment of digital assets, including cryptocurrencies
and blockchain-related alternative investments, including those offered by, or underlying those offered by, CoinShares and/or Odysseus
Holdings, for U.S. and foreign tax purposes; (17) challenges in implementing CoinShares and/or Odysseus Holdings’ business plan
due to operational challenges, significant competition and regulation; (18) being considered to be a “shell company” or “former
shell company” by the securities exchange on which Odysseus Holdings ordinary shares will be listed or by the SEC, which may impact
the ability to list Odysseus Holdings ordinary shares and restrict reliance on certain rules or forms in connection with the offering,
sale or resale of Odysseus Holdings’ securities; (19) trading price and volume of Odysseus Holdings ordinary shares may be volatile
following the Transactions and an active trading market may not develop; (20) Odysseus Holdings’ shareholders may experience dilution
in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Odysseus
Holdings; (21) investors may experience immediate and material dilution upon the closing as a result of the Vine Hill Class B ordinary
shares held by Vine Hill Capital Sponsor I LLC, since the value of the Odysseus Holdings ordinary shares received by Vine Hill Capital
Sponsor I LLC in exchange for such Vine Hill Class B ordinary shares is likely to be substantially higher than the nominal price paid
for them, even if the trading price of Odysseus Holdings ordinary shares at such time is substantially less than the price per share paid
by investors; (22) conflicts of interest that may arise from investment and transaction opportunities involving Odysseus Holdings, CoinShares,
their respective affiliates and other investors and clients; (23) digital asset trading venues may experience greater fraud, security
failures or regulatory or operational problems than trading venues for more established asset classes; (24) risks relating to the custody
of CoinShares’ and Odysseus Holdings’ digital assets, including the loss or destruction of private keys required to access
its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Odysseus Holdings,
as applicable, to lose some or all of its digital assets; (25) a security breach, cyber-attack or other event where unauthorized parties
obtain access to CoinShares’ or Odysseus Holdings’ digital assets, as a result of which CoinShares or Odysseus Holdings may
lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially
adversely affected; (26) the emergence or growth of other digital assets, including those with significant private or public sector backing,
including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely
affect CoinShares’ and/or Odysseus Holdings’ business; (27) potential regulatory changes reclassifying certain digital assets
as securities could lead to the CoinShares’ and/or Odysseus Holdings’ classification as an “investment company”
under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ and/or Odysseus Holdings’
digital assets and the market price of CoinShares or Odysseus Holdings listed securities; and (28) other risks and uncertainties included
in (x) the “Risk Factors” sections of the Vine Hill Annual Report on Form 10-K and (y) other documents filed or to be filed
with or furnished or to be furnished to the SEC by Odysseus Holdings, CoinShares and/or Vine Hill. The foregoing list of factors is not
exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Vine
Hill, CoinShares or Odysseus Holdings undertakes or accepts any obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on
which any such statement is based, except as required by law. Past performance by Vine Hill’s, CoinShares’ or Odysseus Holdings’
management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance
on the historical record of the performance of Vine Hill’s, CoinShares’ or Odysseus Holdings’ management teams or businesses
associated with them as indicative of future performance of an investment or the returns that Vine Hill, CoinShares or Odysseus Holdings
will, or are likely to, generate going forward.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated March 19, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 19, 2026
| |
VINE HILL CAPITAL INVESTMENT CORP. |
| |
|
| |
By: |
/s/ Nicholas Petruska |
| |
Name: |
Nicholas Petruska |
| |
Title: |
Chief Executive Officer |
